| Debt | Debt The U.S. dollar equivalents of the components of our debt are as follows: December 31, 2021 Principal amount Weighted Unused borrowing capacity (b) Borrowing currency U.S. $ December 31, 2021 2020 in millions UPC Holding Bank Facility (c) 2.88 % € 715.2 $ 814.4 $ 4,062.5 $ 4,767.1 UPC SPE Notes 4.43 % — — 1,933.2 1,393.7 UPC Holding Senior Notes 4.59 % — — 1,211.6 1,261.5 Telenet Credit Facility (d) 2.15 % € 555.0 632.0 3,558.9 3,652.0 Telenet Senior Secured Notes 4.74 % — — 1,614.9 1,660.2 VM Ireland Credit Facility (e) 3.50 % € 100.0 113.9 1,024.9 — Vendor financing (f) 1.78 % — — 843.2 1,099.6 ITV Collar Loan (g) — — — — 415.9 Other 7.08 % — — 149.6 266.3 Total debt before deferred financing costs, discounts and premiums (h) 3.28 % $ 1,560.3 $ 14,398.8 $ 14,516.3 The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations: December 31, 2021 2020 in millions Total debt before deferred financing costs, discounts and premiums $ 14,398.8 $ 14,516.3 Deferred financing costs, discounts and premiums, net (57.7) (118.4) Total carrying amount of debt 14,341.1 14,397.9 Finance lease obligations (note 12) 484.0 549.5 Total debt and finance lease obligations 14,825.1 14,947.4 Current maturities of debt and finance lease obligations (850.3) (1,086.1) Long-term debt and finance lease obligations $ 13,974.8 $ 13,861.3 _______________ (a) Represents the weighted average interest rate in effect at December 31, 2021 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.38% at December 31, 2021. For information regarding our derivative instruments, see note 8. (b) Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2021 without regard to covenant compliance calculations or other conditions precedent to borrowing. The following table provides our borrowing availability and amounts available to loan or distribute under each of the respective subsidiary facilities, based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, (i) at December 31, 2021 and (ii) upon completion of the relevant December 31, 2021 compliance reporting requirements. These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to December 31, 2021, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility. Availability December 31, 2021 Upon completion of the relevant December 31, 2021 compliance reporting requirements Borrowing currency U.S. $ Borrowing currency U.S. $ in millions Available to borrow: UPC Holding Bank Facility € 715.2 $ 814.4 € 715.2 $ 814.4 Telenet Credit Facility € 555.0 $ 632.0 € 555.0 $ 632.0 VM Ireland Credit Facility € 100.0 $ 113.9 € 100.0 $ 113.9 Available to loan or distribute: UPC Holding Bank Facility € 715.2 $ 814.4 € 637.0 $ 725.3 Telenet Credit Facility € 555.0 $ 632.0 € 555.0 $ 632.0 VM Ireland Credit Facility € 81.6 $ 92.9 € 100.0 $ 113.9 (c) Unused borrowing capacity under the UPC Holding Bank Facility relates to an equivalent €715.2 million ($814.4 million) under the UPC Revolving Facility, part of which has been made available as an ancillary facility. During 2021, the UPC Revolving Facility was amended to provide for maximum borrowing capacity of €736.4 million ($838.5 million), including €23.0 million ($26.2 million) under the related ancillary facility. With the exception of €21.2 million ($24.1 million) of borrowings under the ancillary facility, the UPC Revolving Facility was undrawn at December 31, 2021. (d) Unused borrowing capacity under the Telenet Credit Facility comprises (i) €510.0 million ($580.7 million) under the Telenet Revolving Facility I, (ii) €25.0 million ($28.5 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($22.8 million) under the Telenet Revolving Facility, each of which were undrawn at December 31, 2021. (e) Unused borrowing capacity under the VM Ireland Credit Facility relates to €100.0 million ($113.9 million) under the VM Ireland Revolving Facility (as defined below), which was undrawn at December 31, 2021. (f) Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses. These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g. extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our consolidated balance sheets. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During 2021 and 2020, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses was $1,781.6 million and $2,754.5 million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our consolidated statements of cash flows. (g) As described in note 8, the ITV Collar Loan was fully repaid during the second quarter of 2021. (h) As of December 31, 2021 and 2020, our debt had an estimated fair value of $14.5 billion and $14.7 billion, respectively. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 9. General Information At December 31, 2021, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise UPC Holding, Telenet and VM Ireland, include their respective restricted parent and subsidiary entities. Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial and other institutions. Each of these credit facilities contain certain covenants, the more notable of which are as follows: • Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and/or (ii) when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis; • Subject to certain customary and agreed exceptions, our credit facilities contain certain restrictions which, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to their direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions; • Our credit facilities require that certain members of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such group members are required to grant first-ranking security over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder; • In addition to certain mandatory prepayment events, our credit facilities provide that the instructing group of lenders under the relevant credit facility, under certain circumstances, may cancel the group’s commitments thereunder and declare the loan(s) thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility); • Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions, materiality qualifications and cure rights, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) declare that all or part of the loans be payable on demand and/or (iii) accelerate all outstanding loans and terminate their commitments thereunder; • Our credit facilities require members of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and • In addition to customary default provisions, our credit facilities generally include certain cross-default or cross-acceleration provisions with respect to other indebtedness of members of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions. Senior and Senior Secured Notes. Certain of our borrowing groups have issued senior and/or senior secured notes. In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future senior debt of such issuer and are senior to all existing and future subordinated debt of such issuer within the relevant borrowing group, (ii) contain, in most instances, certain guarantees from other members of the relevant borrowing group (as specified in the applicable indenture) and (iii) with respect to our senior secured notes, are secured by certain pledges or liens over the shares of certain members of the relevant borrowing group and, in certain borrowing groups, over substantially all of their assets. In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows: • Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal at its stated maturity (after giving effect to any applicable grace period) of, or any acceleration with respect to, other indebtedness of the issuer or certain subsidiaries over agreed minimum thresholds (as specified under the applicable indenture) is an event of default under the respective notes; • Subject to certain customary and agreed exceptions, our notes contain certain restrictions that, among other things, restrict the ability of the members of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to its direct and/or indirect parent companies (and indirectly to Liberty Global) through dividends, loans or other distributions; • If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must, subject to certain customary and agreed exceptions, offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101%; • Our senior secured notes contain certain early redemption provisions including the ability to, during each 12-month period commencing on the issue date for such notes until the applicable call date, redeem up to 10% of the principal amount of the notes at a redemption price equal to 103% of the principal amount of the notes to be redeemed plus accrued and unpaid interest; and • Our notes are non-callable prior to their respective call date (as specified under the applicable indenture). At any time prior to the applicable call date, we may redeem some or all of the applicable notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). On or after the applicable call date, we may redeem some or all of these notes at various redemption prices plus accrued interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date. SPE Notes. From time to time, we create special purpose financing entities ( SPEs ), some of which are owned by the relevant borrowing group and some of which are owned by third parties ( Third-Party SPEs ). These SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which we collectively refer to as “ SPE Notes ”. The SPEs use the proceeds from the issuance of SPE Notes to fund term loan facilities under the credit facilities made available to their respective borrowing group, each a “ Funded Facility ” and collectively the “ Funded Facilities .” Each SPE is dependent on payments from the relevant borrowing entity under the applicable Funded Facility in order to service its payment obligations under each respective SPE Note. Each of the Funded Facility term loans creates a variable interest in the respective Third-Party SPE for which the relevant borrowing entity is the primary beneficiary. Accordingly, such Third-Party SPEs are consolidated by the relevant parent entities, including Liberty Global. As a result, the amounts outstanding under the Funded Facilities of the SPEs owned by the relevant borrowing group and the Third-Party SPEs are eliminated in the consolidated financial statements of the respective borrowing group and Liberty Global. At December 31, 2021, we had outstanding SPE Notes issued by a Third-Party SPE consolidated by UPC Holding (the UPCB SPE ). Pursuant to the respective indentures for the SPE Notes (the SPE Indentures ) and the respective accession agreements for the Funded Facilities, the call provisions, maturity dates and applicable interest rates for each Funded Facility are the same as those of the related SPE Notes. The SPEs, as lenders under the relevant Funded Facility for the relevant borrowing group, are treated the same as the other lenders under the respective credit facility, with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the applicable SPE Indentures and the applicable security interests over the relevant SPE’s rights under the applicable Funded Facility granted to secure the relevant SPE’s obligations under the relevant SPE Notes, the holders of the SPE Notes are provided indirectly with the benefits, rights, protections and covenants granted to the SPEs as lenders under the applicable Funded Facility. The SPEs are prohibited from incurring any additional indebtedness, subject to certain exceptions under the SPE Indentures. The SPE Notes are non-callable prior to their respective call date (as specified under the applicable SPE Indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (a SPE Early Redemption Event ), then the SPE will be required to redeem an aggregate principal amount of its respective SPE Notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable SPE Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable SPE Indenture). Upon the occurrence of a SPE Early Redemption Event on or after the applicable call date, the SPE will redeem an aggregate principal amount of its respective SPE Notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable SPE Indenture), if any, to the applicable redemption date. Financing Transactions Below we provide summary descriptions of certain financing transactions completed during 2021, 2020 and 2019. A portion of our financing transactions may include non-cash borrowings and repayments. During 2021, 2020 and 2019, non-cash borrowings and repayments aggregated $2.9 billion, $3.5 billion and $3.3 billion, respectively, including amounts related to the U.K. JV Entities prior to completion of the U.K. JV Transaction. UPC Holding - 2021 Financing Transactions During 2021, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities, including the issuance of certain senior secured notes and the entrance into certain accession agreements under the UPC Holding Bank Facility. In connection with these transactions, UPC Holding recognized an aggregate loss on debt extinguishment of $90.6 million related to (i) the write-off of $77.7 million of unamortized deferred financing costs and discounts and (ii) the payment of $12.9 million of redemption premiums. In September 2021, Liberty Global entered into an agreement to sell UPC Poland, the proceeds of which are expected to be used, in part, to repay a portion of UPC Holding’s outstanding indebtedness. For additional information, see note 6. The following tables summarize our outstanding indebtedness as of December 31, 2021 with respect to (i) the UPC Holding Bank Facility and (ii) the UPC SPE Notes, after completion of the aforementioned financing transactions. UPC Holding Bank Facility Maturity Interest rate Facility amount (borrowing currency) (a) Unused Outstanding principal amount Carrying in millions AQ (c) June 15, 2029 3.625% € 600.0 $ — $ 683.2 $ 679.3 AT (d) April 30, 2028 LIBOR + 2.25% $ 700.0 — 700.0 696.9 AU (e) April 30, 2029 EURIBOR + 2.5% € 400.0 — 455.5 453.4 AX (d) January 31, 2029 LIBOR + 3.0% $ 1,925.0 — 1,925.0 1,910.4 AY (e) January 31, 2029 EURIBOR + 3.0% € 862.5 — 982.0 976.7 AZ (c) July 15, 2031 4.875% $ 1,250.0 — 1,250.0 1,248.6 UPC Revolving Facility (f) May 31, 2026 EURIBOR + 2.5% € 736.4 814.4 — — Elimination of Facilities AQ and AZ in consolidation (c) — (1,933.2) (1,927.9) Total $ 814.4 $ 4,062.5 $ 4,037.4 _______________ (a) Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2021. (b) Amounts are net of deferred financing costs and discounts, where applicable. (c) The amounts outstanding under UPC Facilities AQ and AZ are eliminated in our consolidated financial statements. (d) UPC Facilities AT and AX are each subject to a LIBOR floor of 0.0%. (e) UPC Facilities AU and AY are each subject to a EURIBOR floor of 0.0%. (f) The UPC Revolving Facility has a fee on unused commitments of 1.0% per year. Original issue amount Outstanding principal UPC SPE Notes Maturity Interest rate Borrowing U.S. $ Carrying in millions 2031 UPC Senior Secured Notes July 15, 2031 4.875% $ 1,250.0 $ 1,250.0 $ 1,250.0 $ 1,248.6 Third-Party SPE: UPCB Finance VII Euro Notes June 15, 2029 3.625% € 600.0 € 600.0 683.2 679.3 Total $ 1,933.2 $ 1,927.9 _______________ (a) Amounts are net of deferred financing costs and discounts, where applicable. UPC Holding - 2020 and 2019 Financing Transactions During 2020 and 2019, UPC Holding completed a number of financing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, UPC Holding recognized losses on debt extinguishment of $43.1 million and $15.4 million during 2020 and 2019, respectively. These losses primarily include (i) during 2020, the payment of $43.8 million of redemption premiums and (ii) the write-off of net unamortized deferred financing costs, discounts and premiums of $0.3 million and $15.4 million, respectively . Telenet - 2020 and 2019 Financing Transactions During 2020 and 2019, Telenet completed a number of financing transactions that generally resulted in lower interest rates and extended maturities. In connection with these transactions, Telenet recognized losses on debt extinguishment of $18.9 million and $54.7 million during 2020 and 2019, respectively. These losses include (i) the write-off of net unamortized deferred financing costs, discounts and premiums of $18.9 million and $4.3 million, respectively, and (ii) during 2019, the payment of $50.4 million of redemption premiums . VM Ireland - 2021 Financing Transactions In June 2021, VM Ireland entered into a credit facility (the VM Ireland Credit Facility ), comprising (i) a €900.0 million ($1,024.9 million) term loan facility ( VM Ireland Facility B1 ) and (ii) a €100.0 million ($113.9 million) revolving facility (the VM Ireland Revolving Facility ). VM Ireland Facility B1 was issued at 99.5% of par, matures on July 15, 2029 and bears interest at a rate of EURIBOR + 3.5%, subject to a EURIBOR floor of 0.0%. The VM Ireland Revolving Facility matures on September 15, 2027 and bears interest at a rate of EURIBOR + 2.75%. The proceeds from VM Ireland Facility B1 and the VM Ireland Revolving Facility can be used for general corporate purposes. Maturities of Debt Maturities of our debt as of December 31, 2021 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on December 31, 2021 exchange rates. Telenet UPC VM Other Total in millions Year ending December 31: 2022 $ 405.8 $ 307.6 $ — $ 69.6 $ 783.0 2023 11.3 — — 54.9 66.2 2024 11.1 — — 16.0 27.1 2025 11.2 — — 1.2 12.4 2026 11.3 — — — 11.3 Thereafter 5,266.6 7,207.3 1,024.9 — 13,498.8 Total debt maturities (b) 5,717.3 7,514.9 1,024.9 141.7 14,398.8 Deferred financing costs, discounts and premiums, net (14.2) (36.4) (7.1) — (57.7) Total debt $ 5,703.1 $ 7,478.5 $ 1,017.8 $ 141.7 $ 14,341.1 Current portion $ 405.8 $ 307.6 $ — $ 69.6 $ 783.0 Noncurrent portion $ 5,297.3 $ 7,170.9 $ 1,017.8 $ 72.1 $ 13,558.1 _______________ (a) Amounts include SPE Notes issued by the UPCB SPE which, as described above, is consolidated by UPC Holding and Liberty Global. (b) Amounts include vendor financing obligations of $843.2 million, as set forth below: Telenet UPC Other Total in millions Year ending December 31: 2022 $ 393.9 $ 307.6 $ 69.6 $ 771.1 2023 — — 54.9 54.9 2024 — — 16.0 16.0 2025 — — 1.2 1.2 Total vendor financing maturities $ 393.9 $ 307.6 $ 141.7 $ 843.2 Current portion $ 393.9 $ 307.6 $ 69.6 $ 771.1 Noncurrent portion $ — $ — $ 72.1 $ 72.1 Vendor Financing Obligations A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below: 2021 2020 in millions Balance at January 1 $ 1,099.6 $ 1,344.9 Vendor financing obligations of the U.K. JV Entities at January 1 2,805.8 2,382.4 Balance at January 1, including amounts classified as held for sale 3,905.4 3,727.3 Operating-related vendor financing additions 1,781.6 2,754.5 Capital-related vendor financing additions 661.1 1,339.6 Principal payments on operating-related vendor financing (1,408.0) (2,381.7) Principal payments on capital-related vendor financing (964.4) (2,088.8) Foreign currency, acquisitions and other 108.8 554.5 Total vendor financing obligations 4,084.5 3,905.4 Less: vendor financing obligations of the U.K. JV Entities (a) (3,241.3) (2,805.8) Balance at December 31 $ 843.2 $ 1,099.6 _______________ (a) The 2021 amount represents vendor financing obligations of the U.K. JV Entities at June 1, 2021, the date of completion of the U.K. JV Transaction. |
